S&P Global Inc. (SPGI) Earnings Call Transcript & Summary

Good morning, and welcome to S&P Global's 2020 Annual Shareholders' Meeting. I'd like to inform you that this meeting is being webcast. [Operator Instructions] The meeting is being recorded and will be available for replay about 2 hours after the end of this meeting from S&P Global's website. To access the virtual annual meeting, including the webcast and slides, go to www.spglobal.com/proxy and click on the link for the virtual annual meeting online. Please follow the instructions to join as a shareholder or as a guest. I'd now like to introduce Tasha Matharu, Corporate Secretary of S&P Global. You may begin.

Good morning. My name is Tasha Matharu, and I'm Corporate Secretary of S&P Global. It is my pleasure to welcome you to our 2020 Annual Meeting of Shareholders. Before passing the meeting over to our President and Chief Executive Officer, Doug Peterson, who will provide a business update on how the company is responding to the COVID-19 crisis, I'm going to briefly address some of the virtual meeting logistics and provide some introductory remarks regarding any adjusted financial information and forward-looking statements presented during today's meeting. Due to public health concerns related to the COVID-19 pandemic and to protect the health and safety of our shareholders, employees, directors and community, this year's annual meeting is being held in a virtual-only format over the Internet by live webcast and with no in-person meeting. This decision not to host an in-person meeting is consistent with the latest guidance and directives from public health authorities and federal, state and local governments. The format of today's virtual-only meeting has been designed to ensure that shareholders are afforded the same rights and opportunities to participate as they would have had at an in-person meeting, including with respect to asking questions. We very much welcome questions from our shareholders. Shareholders who logged in with a 15-digit control number will be able to submit written questions through the virtual meeting website. The icon appears as 2 gray chat bubbles noted with a red circle and is located towards the top of your screen. Shareholders may submit questions online at any time. However, we encourage you to submit them soon to ensure that we get to as many of them as possible in the time allotted. In the interest of a productive and orderly meeting, please consult the 2020 Annual Meeting Rules of Conduct available under the File section of the virtual meeting center screen for guidance and additional information regarding the process for submitting questions online. We appreciate your participation and courtesy in observing these rules of conduct. During the business portion of the annual meeting led by our Chairman, Ed Haldeman, shareholder questions will be limited to questions specifically pertaining to the proposals being considered at that particular time. After the formal portion of the meeting is adjourned, further time will be provided to address other shareholder questions during a general question-and-answer session, led by our President and CEO, Doug Peterson. We will answer as many questions that comply with the posted rules of conduct as time permits. Substantially similar questions may be summarized in groups together to provide a single response. And we reserve the right to exclude questions that are not relevant to the business of the meeting or that are otherwise inappropriate. In today's presentation, we may provide adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the corporation's operating performance between periods and to view the corporation's business from the same perspective as that of management. The earnings releases for Q4 2019 and Q1 2020 contain exhibits that reconcile the non-GAAP measures and comparable financial measures calculated in accordance with U.S. GAAP. Before we begin the formal part of today's meeting, let me provide certain cautionary remarks about forward-looking statements that may be made during this annual meeting and during our CEO, Doug Peterson's remarks. Except for historical information, the matters discussed during today's meeting may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates and descriptions of future events. Any such statements, especially those relating to our outlook and associated scenarios regarding the impact of the COVID-19 pandemic, are based on current expectations and current economic conditions and are subject to risks and uncertainties that may cause actual results to differ materially from the results anticipated in these forward-looking statements. We direct listeners and the audience to the cautionary statements contained in our periodic reports filed with the United States Securities and Exchange Commission. I would also like to call your attention to European regulation. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should call Chip Merritt, Senior Vice President, Investor Relations, at +1 (212) 438-4321 or e-mail [email protected] to better understand the impact of this legislation on the investor and potentially the company. With that, let me turn the meeting over to our President and Chief Executive Officer, Doug Peterson.

Thank you, Tasha, and good morning to everyone on the webcast. Thank you for joining us and for your continued support of our company. I hope everyone is well. Like all of you, our lives, our work and our businesses have been changed because of COVID-19. So we're going to conduct today's annual meeting with a new set of procedures. As Tasha indicated, the most obvious change is that we're hosting our first virtual annual meeting. The management team and the Board are typically together in person for this meeting. Today, we are all participating remotely. Let me begin by thanking our Board of Directors and our 23,000 people around the globe for all they're doing during this extraordinary time. They've done a remarkable job. It's not easy to juggle family and career, to take care of your health and well-being and overcome all sorts of unexpected challenges during a time like this. But our people have stepped up. They've demonstrated a clear sense of purpose, working together to serve customers, markets and all of our stakeholders. And that has been a tremendous unifying force across the entire organization. I'm really proud of the whole team. Now I want to acknowledge Alex Matturri, who will be retiring as CEO of S&P Dow Jones Indices. Alex's industry knowledge is unparalleled, and he has been instrumental in overseeing Indices' transformation into the growing and leading global index provider it is today. Dan Draper will succeed Alex. Dan is from Invesco, and we're looking forward to having him join us soon. Let me turn to our agenda. Ordinarily, we start by handling the formal business of the annual meeting. Instead, as Tasha mentioned, I'll begin by describing how our company has been responding to COVID-19, then we'll have our Chairman, Ed Haldeman, conduct the business of the meeting. And afterward, I'll come back to address any questions you may have. People everywhere are dealing with life-changing challenges. That's why the first thing I want to do is reaffirm our commitment to and support of our colleagues, our customers and our communities. The health and safety of our people is our #1 priority. That's why we've expanded the range of programs we offer to support our people and their families. Virtually all of our employees are working remotely, and they haven't missed a beat. We've recently introduced more flexible work practices, offered telemedicine options, wellness programs and other benefits to facilitate remote work. We've also retained a medical doctor as an adviser to provide medical guidance to the company and our employees. We have invoked our well-tested business continuity plans and enhanced them with additional VPN capacity and cybersecurity capabilities to ensure our operations continue to run smoothly. We remain confident in our ability to deliver our products and our services in this environment. We also have continued to have a robust dialogue with our customers in the markets. We see high interest on the impact COVID-19 is having on economic conditions. Our analysts, economists, reporters and researchers are covering the developments, and we are publishing their research on a free COVID-19 section of our website. Let me offer some context about the economy. Our economists see global GDP declining 2.4% this year with a sharp drop in the second quarter, followed by a rebound later in the year and into 2021. In the U.S., our economists project that the longest economic expansion will give way to the sharpest economic decline since World War II with GDP falling by 5.2% this year. We expect the speed of the recovery to reflect the pace in which governments lift restrictions on social distancing and global supply chains begin to recover. The economic downturn and the full impact of COVID-19 on fixed income, equity and commodity markets pose risk to our businesses. The longer the pandemic continues, the greater the risk. The circumstances around the global pandemic are new for all of us. We're watching closely to see how the economic downturn impacts our business. As we look to the rest of 2020 and beyond, let me emphasize that we have a solid capital position with ample liquidity. And we're taking proactive steps to manage the business so that we can continue to serve our customers and support all the people we do business with. To support the communities where we live and work, the S&P Global Foundation, our charitable giving arm, has committed $4 million to assist small businesses, help families in need, provide medical supplies and address other critical issues around the world. In addition, our people are supporting communities through virtual volunteering and our disaster matching gift program. This program allows employees to donate to eligible charities and request the company match their personal contributions from $25 up to $5,000. On top of that, our foundation is also now matching employee contributions to support a global COVID-19 response front. No one knows for certain when we'll return to any sense of normalcy or what that will even look like. But we do know that our work is as essential as ever. In the meantime, now and always, market participants will continue to need trusted and transparent data, benchmarks and analytics to make decisions. I am proud of the role we play in the markets and very pleased with the way our people have responded to COVID-19. In closing, I want to extend my gratitude to my fellow shareholders and all of our stakeholders for their valued partnership. With that, let me turn the floor back over to Tasha to open the business portion of our meeting.

Thank you, Doug. We will now begin the business portion of today's annual meeting. Please be advised that we have certified lists of the shareholders of record as of the close of business on March 23, 2020, who are entitled to vote at this Annual Shareholders' Meeting. As such, lists are available for inspection by any shareholders using the link provided under the File section of the virtual meeting center screen. Copies of the notice of the meeting, proxy materials, annual report, rules of conduct and affidavit of mailing relating to its annual meeting are also available by link under the File section of the virtual meeting center screen. The affidavits will be filed with the records of the annual meeting. The Board of Directors has designated a representative of Computershare Trust Company to act as inspector of election for the annual meeting. Elizabeth Waterhouse, a representative of Computershare Trust Company, is available in virtual attendance today. Ms. Waterhouse has been duly sworn in and her oath will also be filed with the records of the annual meeting. In addition, shares of common stock representing approximately 87.9% of the outstanding shares of S&P Global and representing more than a majority of the votes entitled to be cast at this annual meeting are represented either in person or by proxy. Mr. Chairman, the annual meeting has been duly convened, a quorum is present and the business of the annual meeting may proceed. Ladies and gentlemen, I'll now pass the business portion of today's meeting over to our Chairman, Mr. Ed Haldeman.

Thank you, Tasha, and good morning. My name is Ed Haldeman, Chairman of S&P Global. With a quorum present, I call the meeting to order. Before we begin the formal part of today's meeting, I would like to introduce you to your directors, all of whom are present on the line and in virtual attendance today. We have an outstanding Board whose expertise, global perspective, diversity and leadership are a tremendous source of pride for the corporation. In addition to Doug Peterson, who opened the meeting and is a director as well as President and CEO, I would like to introduce the 10 independent directors who will stand for election today, along with Doug and me: one, Marco Alverà, Chief Executive Officer, Snam; two, Bill Amelio, Chief Executive Officer, Avnet; three, Bill Green, former Chief Executive Officer and Chairman, Accenture; four, Stephanie Hill, Senior Vice President, Enterprise Business Transformation of Lockheed Martin; five, Rebecca Jacoby, former Senior Vice President, Operations of Cisco Systems; six, Monique Leroux, former Chief Executive Officer and Chair, Desjardins Group; seven, Maria Morris, former Executive Vice President, Global Employee Benefits of MetLife; eight, Ed Rust, former Chairman and Chief Executive Officer, State Farm Mutual Automobile Insurance Company; nine, Kurt Schmoke, President of the University of Baltimore; and ten, Dick Thornburgh, former Vice Chairman, Crédit Suisse. It is clear we have a world-class Board. All of our directors have brought experience, excellent judgment and take their fiduciary responsibilities very seriously. The appointments of 5 new directors over the past 4 years, including the addition of Bill Amelio in March of last year, have further strengthened our talented Board and demonstrate our ongoing commitment to bring leaders of diverse backgrounds, perspectives and experience into the boardroom. We will now proceed to the formal business of our annual meeting, the purpose of which is to: one, elect 12 directors; two, approve, on an advisory basis, the executive compensation program for the company's named executive officers; three, approve an amendment to the company's Certificate of Incorporation to permit removal of a director with or without cause; four, ratify the selection of Ernst & Young LLP as our independent auditor for 2020; and five, take up any other business matters that may properly come before this meeting. It is now 11:17 a.m. Eastern Daylight Time on May 13, 2020, and the polls for voting on all matters are open. All shareholders who are entitled to vote and who joined today's virtual meeting using their 15-digit control number have the ability to vote online. If you are a shareholder entitled to vote and have not yet voted or if you want to change your previously cast vote, please do so by selecting the Cast to Vote link on the virtual meeting website. This link will be available until we announce the closing of the polls after the presentation of all matters for shareholder consideration. Please remember that if you have already sent in a proxy or voted by telephone or over the Internet, it is not necessary to vote again. Once the polls close, the inspector of election will provide her preliminary report. As a reminder, please note that the time will be provided for specific questions relating to each of the proposals as they are introduced. Further time will then be provided to shareholders wishing to ask other questions during a general question-and-answer session, led by Doug Peterson at the end of the formal portion of today's meeting. The first item to be voted upon is the election of 12 directors. The names of the 12 directors nominated for election are: Marco Alverà; William J. Amelio, William D. Green; Charles E. Haldeman, Jr.; Stephanie C. Hill; Rebecca Jacoby; Monique F. Leroux; Maria R. Morris; Douglas L. Peterson; Edward B. Rust, Jr.; Kurt L. Schmoke; Richard E. Thornburgh. We will now take a moment to confirm whether there are any questions or comments regarding the election of these 12 directors.

Mr. Chairman, there are no shareholder questions relating to this proposal.

Since there is no further discussion on this proposal, I declare the voting closed on this item. The second item to be voted upon is the proposal to approve, on an advisory basis, the executive compensation program for the company's named executive officers. We will now take a moment to confirm whether there are any questions or comments relating to this item.

Mr. Chairman, there are no shareholder questions related to this proposal.

Since there is no further discussion on this proposal, I declare the voting closed on this item. The third item to be voted upon is the approval of an amendment to the company's Certificate of Incorporation to permit removal of a director with or without cause. We will now take a moment to confirm whether there are any questions or comments relating to this item.

Mr. Chairman, there are no shareholder questions related to this proposal.

Since there is no further discussion on this proposal, I declare the voting closed on this item. The fourth item to be voted upon is the ratification of the selection of Ernst & Young LLP as the company's independent auditor for 2020. Ken Marshall, Jennifer Jackson and Morné Grobler, the partners of Ernst & Young responsible for the S&P Global account, are on the line and in virtual attendance at today's meeting and are available for questions. We will now take a moment to confirm whether there are any questions or comments relating to this item.

Mr. Chairman, there are no shareholder questions related to this proposal.

This is the last proposal before shareholders for approval at the annual meeting. Since no questions or comments have been submitted on this proposal, I will now proceed with the closing of the voting polls. The polls are about to close. So if you have not yet voted, please do so now. [Voting]

Since everyone has had the opportunity to vote, it is now 11:20 a.m. Eastern Daylight Time and the polls are closed effective immediately. This concludes the voting on all formal business items. Any votes cast online during the annual meeting will be taken into account by the inspector of election in the final tally of votes. However, they are not expected to change the outcome of today's results. The preliminary tally of votes by the inspector of election shows that: one, the 12 persons nominated as directors of S&P Global Inc. have been elected; two, the proposal to approve, on an advisory basis, the executive compensation program for the company's named executive officers has been approved; three, the proposal to approve an amendment to the company's Certificate of Incorporation to permit removal of a director with or without cause has been approved; four, the ratification of the selection of Ernst & Young LLP as the company's independent auditor for 2020 has been approved. The certificate of the inspector of election will be filed with the records of the meeting, and the final results will be available on or before May 19 in a Form 8-K filing. There being no further business, the formal part of our annual meeting is concluded. I now declare the meeting adjourned. Before passing the meeting over to Doug Peterson, let me take a moment to thank our shareholders for their continued support. The number of shares voted and the support demonstrated for the slate of directors is very much appreciated. Doug Peterson will now lead a general question-and-answer session to address any other shareholder questions or comments relevant to the business of today's meeting.

Thank you, Ed. We'll now open the meeting to questions. Tasha, please read our first question.

Thanks, Doug. In the 7 minutes or so that remain, we will now proceed to answer as many questions as possible submitted in accordance with the rules of conduct. [Operator Instructions] Doug, our first and only shareholder question thus far comes from [ Lydia Hendricks ] on behalf of the Trinity Responsible Investment Society and relates to our ESG products. Ms. Hendricks notes in our annual report, we state our commitments to being the premier resource for central environmental, social and governance, ESG, insights and product solutions. She notes that the society is glad to see that we already have several green bonds and fossil-free public equity index offerings. And she asks whether we have any plans to create a fossil-free bond indices as well? And if so, on what timeline?

Well, first of all, thank you for your question and your interest. We're very proud of our record of innovation in ESG indices. This actually dates back over 20 years to the launch of Dow Jones Sustainability Index and continues today with the announcement last month of a licensing agreement with iShares, which is the largest ETF issuer in the world. And that agreement is to deliver sustainable investing options based on S&P flagship U.S. equity indices. So we plan to continue to invest and innovate as we expand our index offerings and bring ESG factors into different investment strategies, including fixed income. We currently offer green bond and carbon-efficient fixed income indices. And we're working on expanding our ESG fixed income indices offerings. Since we can't really share specifics of product development and timelines, we will continue with our index team to consult with a wide spectrum of market participants to understand demand for new products as well. But let me end by noting that we're investing in ESG and sustainability across all of our divisions as we see this as one of the most significant new areas emerging for risk managers, for corporate finance as well as for investors. So thank you very much for that question. Tasha, since you just mentioned that there are no further questions and comments, I'd like to thank everyone for your time today in being part of this meeting. Let me add that if there are any additional questions or if your question wasn't answered or addressed in full, we encourage you to reach out to our Corporate Secretary or our Investor Relations team directly. Their contact information is available on our Investor Relations website and also in our proxy statement. We value your feedback, and we're committed to engaging with you. Thank you all very much.

That concludes this morning's call. A PDF version of the presenter slides is available for downloading from investor.spglobal.com. A replay of this call will be available in about 2 hours. The replay will be maintained on S&P Global's website for 12 months from today and for 1 month from today by telephone. On behalf of S&P Global, we thank you for participating, and wish you a good day.